**Exhibit
      4.10**


**EXECUTION
      COPY**







**REGISTRATION
      RIGHTS AGREEMENT**




**between**




**PNM
      RESOURCES, INC.,**


**as
      Issuer**




**and**




**CASCADE
      INVESTMENT, L.L.C.,**


**as
      Initial Holder**









**Dated
      as of October 7, 2005**










**TABLE
      OF CONTENTS**




**Page**SECTION
                1.
            Definitions
            1SECTION
                2.
            Shelf
                Registration; Demand Registration
            5SECTION
                3.
            Piggyback
                Registration Rights
            8SECTION
                4.
            Registration
                Procedures
            10SECTION
                5.
            Holder’s
                Obligations
            15SECTION
                6.
            Registration
                Expenses
            15SECTION
                7.
            Indemnification
                and Contribution
            16(a)Indemnification
                by the Company
            16(b)Indemnification
                by Holders
            17(c)Conduct
                of Indemnification Proceedings
            18(d)Contribution
            19SECTION
                8.
            Information
                Requirements
            19SECTION
                9.
            Purchase
                Right in Certain Instances
            19SECTION
                10.
            Miscellaneous
            20(a)No
                Conflicting Agreements
            20(b)Amendments
                and Waivers
            20(c)Notices
            20(d)Approval
                of Holders
            21(e)Successors
                and Assigns
            21(f)Counterparts;
                Facsimile Execution
            22(g)Headings
            22(h)Governing
                Law
            22(i)Severability
            22(j)Entire
                Agreement
            22(k)Termination
            22


Exhibit
      A  Notice
      of
      Registration Statement and Selling Securityholder Questionnaire


Exhibit
      B  Notice
      of
      Transfer Pursuant to Registration Statement


Exhibit
      C  Lock
      up
      Letter







This **REGISTRATION
      RIGHTS AGREEMENT** dated as
      of October 7, 2005 (this “ **Agreement** ”)
      is
      between PNM Resources, Inc., a New Mexico corporation (the “ **Company** ”),
      and
      Cascade Investment, L.L.C., a Washington limited liability company (the
“ **Initial
      Holder** ”).




The
      Company agrees with the Initial Holder, (i) for its benefit as Initial Holder
      and (ii) for the benefit of the beneficial owners (including the Initial Holder)
      from time to time of the Registrable Securities (as defined herein) (each of
      the
      foregoing a “ **Holder** ”
and
      together the “ **Holders** ”),
      as
      follows:




SECTION
      1.  Definitions .
      As used
      in this Agreement, the following terms shall have the following meanings:




“ **Affiliate** ”
means
      with respect to any specified person, an “affiliate,” as defined in Rule 144, of
      such person.




“ **Agreement** ”
has
      the
      meaning set forth in the first paragraph of this agreement.




“ **Amendment
      Effectiveness Deadline Date** ”
has
      the
      meaning set forth in **Section
      2(d)(i)** hereof.




“ **Business
      Day** ”
means
      each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
      banking institutions in The City of New York are authorized or obligated by
      law
      or executive order to close.




“ **Closing
      Prices** ”
has
      the
      meaning set forth in **Section
      9** hereof.




“ **Common
      Stock** ”
means
      the shares of common stock, no par value, of the Company.




**“Company”** has the
      meaning set forth in the first paragraph of this Agreement.




“ **Current
      Market Price Per Share** ”
has
      the
      meaning set forth in **Section
      9** hereof.




“ **Company
      Registration** ”
has
      the
      meaning set forth in **Section
      3(a)** hereof.




“ **Deferral
      Notice** ”
has
      the
      meaning set forth in **Section
      4(h)** hereof.




“ **Deferral
      Period** ”
has
      the
      meaning set forth in **Section
      4(h)** hereof.




“ **Demand
      Effectiveness Deadline Date** ”
means
      the date that is 90 days after the Demand Filing Date.




“ **Demand
      Filing Date** ”
means
      forty-five (45) days after receipt by the Company of the Demand Registration
      Request.




“ **Demand
      Registration** ”
means
      a
      registration of Registrable Common Stock pursuant to the Demand Registration
      Statement.




“ **Demand
      Registration Request** ”
has
      the
      meaning set forth in **Section
      2(e)** hereof.










“ **Demand
      Registration Statement** ”
has
      the
      meaning set forth in **Section
      2(e)** hereof.




“ **Effective
      Time** ”
means
      the time at which the SEC declares the Registration Statement effective or
      at
      which the Registration Statement otherwise becomes effective.




“ **Effectiveness
      Deadline Date** ”
has
      the
      meaning set forth in **Section
      2(a)** hereof.




“ **Effectiveness
      Period** ”
means
      the period commencing on the date hereof and ending on the date that all
      Registrable Securities have ceased to be Registrable Securities.




“ **Exchange
      Act** ”
means
      the Securities Exchange Act of 1934, as amended, or any successor Federal
      statute, and the rules and regulations thereunder, all as the same shall be
      in
      effect at the time. Reference to a particular section of, or rule or regulation
      under, the Exchange Act shall include a reference to the comparable section,
      rule or regulation, if any, and as the case may be, of or under the successor
      Federal statute.




“ **Filing
      Deadline Date** ”
means
      the date sixty (60) days after the Shelf Registration Request is received by
      the
      Company.




“ **Holder** ”
has
      the
      meaning set forth in the second paragraph of this Agreement.




“ **indemnified
      party** ”
is
      defined in **Section
      7(c)** .




“ **indemnifying
      party** ”
is
      defined in **Section
      7(c)** .




“ **Indenture** ”
means
      the Indenture, dated as of October 7, 2005, between the Company and U.S. Bank
      National Association, as trustee, as amended and supplemented from time to
      time
      in accordance with its terms.




“ **Initial
      Holder** ”
has
      the
      meaning set forth in the first paragraph of this Agreement.




“ **Initial
      Shelf Registration Statement** ”
has
      the
      meaning set forth in **Section
      2(a)** hereof.




“ **Material
      Event** ”
has
      the
      meaning set forth in **Section
      4(h)** hereof.




“ **Notice
      and Questionnaire** ”
means
      a
      written notice delivered to the Company containing substantially the information
      called for by the Notice of Registration Statement and Selling Securityholder
      Questionnaire attached as **Exhibit
      A** hereto.




“ **Notice
      Holder** ”
means,
      on any date, any Holder that has delivered a Notice and Questionnaire to the
      Company on or prior to such date.




“ **Offered
      Common Stock** ”
has
      the
      meaning set forth in **Section
      9** hereof.




**“Piggyback
      Registration”** has the
      meaning set forth in **Section
      3(a)** hereof.




“ **Preferred
      Shares** ”
means
      the Preferred Shares of the Company created by the Statement of Resolutions,
      convertible into shares of Common Stock as provided in the Statement of
      Resolutions.


2


“ **Prospectus** ”
means
      the prospectus included in any Registration Statement (including, without
      limitation, a prospectus that discloses information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any amendment or prospectus supplement, including post-effective amendments,
      and
      all materials incorporated by reference or explicitly deemed to be incorporated
      by reference in such Prospectus.




“ **Purchase
      Contract Agreement** ”
means
      the purchase contract agreement dated as of October 7, 2005 between the Company
      and U.S. Bank National Association, as purchase contract agent.




“ **Purchase
      Contract** ”
shall
      have the meaning specified in the Purchase Contract Agreement.




“ **Purchase
      Date** ”
has
      the
      meaning set forth in **Section
      9** hereof.




“ **Purchase
      Notice** ”
has
      the
      meaning set forth in **Section
      9** hereof.




“ **Registrable
      Common Stock** ”
means
      shares of Common Stock that are Registrable Securities.




“ **Registrable
      Securities** ”
means
      (i) the Units, (ii) the Senior Notes, (iii) the Underlying Common Stock, (iv)
      any other securities of the Company currently held by the Initial Holder and
      (v)
      any shares of Common Stock or other securities convertible into Common Stock
      issued with respect to the securities listed in (iii) and (iv) above upon any
      stock dividend, split or similar event, so long as such securities remain
      Registrable Securities, *provided* , *however* ,
      that a
      security ceases to be a Registrable Security when it is no longer a Restricted
      Security.




“ **Registration
      Statement** ”
means
      any registration statement of the Company that covers any of the Registrable
      Securities pursuant to the provisions of this Agreement, including the
      Prospectus, amendments and supplements to such registration statement, including
      post-effective amendments, all exhibits and all materials incorporated by
      reference or explicitly deemed to be incorporated by reference in such
      registration statement.




“ **Restricted
      Security** ”
means
      (i) the Units, (ii) the Senior Notes, (iii) the Preferred Stock, (iv) the
      Underlying Common Stock and any shares of Common Stock or other securities
      convertible into Common Stock issued with respect to the Underlying Common
      Stock
      upon any stock dividend, split or similar event, so long as such securities
      remain Registrable Securities, except any security that (x) has been effectively
      registered under the Securities Act and sold in a manner contemplated by the
      Registration Statement, or (y) has been transferred in compliance with Rule
      144
      under the Securities Act (or any successor provision thereto), is transferable
      within the volume limitations of paragraph (e) of such Rule 144 (or any
      successor provision) even if aggregated with all other Registrable Securities
      held by the Holder thereof, or is transferable pursuant to paragraph (k) of
      such
      Rule 144 (or any successor provision thereto).




“ **Rule
      144** ”
means
      Rule 144 under the Securities Act, as such Rule 144 may be amended from time
      to
      time, or any similar rule or regulation hereafter adopted by the SEC.




3


“ **Rule
      144A** ”
means
      Rule 144A under the Securities Act, as such Rule 144A may be amended from time
      to time, or any similar rule or regulation hereafter adopted by the SEC.




“ **Sales
      Notice** ”
has
      the
      meaning set forth in **Section
      5** hereof.




“ **SEC** ”
means
      the Securities and Exchange Commission.




“ **Securities
      Act** ”
means
      the Securities Act of 1933, as amended, or any successor Federal statute, and
      the rules and regulations thereunder, all as the same shall be in effect at
      the
      time. Reference to a particular section of, or rule or regulation under, the
      Securities Act shall include a reference to the comparable section, rule or
      regulation, if any, and as the case may be, of or under the successor Federal
      statute.




“ **Senior
      Notes** ”
means
      the 5.1% Senior Notes due 2010 issued pursuant to the Indenture and initially
      forming a component of the Units.




“ **Shelf
      Registration Request** ”
has
      the
      meaning set forth in **Section
      2(a)** hereof.




“ **Shelf
      Registration Statement** ”
has
      the
      meaning set forth in **Section
      2(b)** hereof.




“ **Special
      Counsel** ”
means
      Thelen Reid & Priest LLP or one such other successor counsel as shall be
      specified by the Holders of a majority of the Registrable Securities, but which
      may, with the written consent of the Initial Holder (which shall not be
      unreasonably withheld), be another nationally recognized law firm experienced
      in
      securities law matters designated by the Company, the reasonable fees and
      expenses of which will be paid by the Company pursuant to **Section
      6** hereof.
      For purposes of determining the holders of a majority of the Registrable
      Securities in this definition, Holders of Units shall be deemed to be the
      Holders of the number of shares of Underlying Common Stock which the Purchase
      Contracts that are a component of such Units obligate such Holders to purchase
      as of the date the consent is requested.




“ **Statement
      of Resolutions** ”
means
      the Statement of Resolutions Establishing a Series of Preferred Stock of PNM
      Resources, Inc. adopted by the Board of Directors of the Company on September
      28, 2004, to be filed by the Company with the New Mexico Public Regulation
      Commission prior to the Purchase Contract Settlement Date (as defined in the
      Purchase Contract Agreement).




“ **Subsequent
      Shelf Registration Statement** ”
has
      the
      meaning set forth in **Section
      2(b)** hereof.




“ **Trading
      Days** ”
has
      the
      meaning set forth in **Section
      9** hereof.




“ **Triggering
      Notice** ”
has
      the
      meaning set forth in **Section
      9** hereof.




“ **Trust
      Indenture Act** ”
means
      the Trust Indenture Act of 1939, as amended, or any successor Federal statute,
      and the rules and regulations thereunder, all as the same shall be in effect
      at
      the time. Reference to a particular section of, or rule or regulation under,
      the
      Trust Indenture Act shall include a reference to the comparable section, rule
      or
      regulation, if any, and as the case may be, of or under the successor Federal
      statute.




4


“ **Underlying
      Common Stock** ”
means
      (i) the Common Stock that Holders of Units are obligated to purchase pursuant
      to
      the Purchase Contracts that are a component of such Units and (ii) to the extent
      that, as provided in **Section
      8.8** of the
      Unit Purchase Agreement, Preferred Shares shall have been issued, the Common
      Stock issuable upon conversion of such Preferred Shares.




“ **Unit
      Purchase Agreement”** means
      the
      Unit Purchase Agreement dated August 13, 2004, between the Company and the
      Initial Holder, as modified by the First Supplement to Unit Purchase Agreement
      dated June 4, 2005, the Second Supplement to the Unit Purchase Agreement dated
      July 1, 2005, the Third Supplement to the Unit Purchase Agreement dated August
      12, 2005 and the Fourth Supplement to the Unit Purchase Agreement dated
      September 30, 2005.




“ **Units** ”
means
      the 6.625% Hybrid Income Term Security Units of the Company issued to the
      Initial Holder pursuant to the Unit Purchase Agreement.




SECTION
      2.  Shelf
      Registration; Demand Registration . (a) Upon
      receipt of a written request from the Initial Holder (a “ **Shelf
      Registration Request** ”)
      made
      not less than 180 days after the date hereof, the Company shall prepare and
      file
      or cause to be prepared and filed with the SEC, not later than the Filing
      Deadline Date, a Registration Statement for an offering to be made on a delayed
      or continuous basis pursuant to Rule 415 of the Securities Act relating to
      (i)
      the offer and sale of the Registrable Securities (other than Underlying Common
      Stock issuable upon exercise of the Purchase Contracts) by the Holders from
      time
      to time in accordance with the methods of distribution elected by such Holders
      and set forth in such Shelf Registration Statement and (ii) the offer and sale
      by the Company from time to time to the Holders of Purchase Contracts of the
      Underlying Common Stock issuable upon exercise of Purchase Contracts,
      (the ** “ **Initial
      Shelf Registration Statement** ”).
      The
      Initial Shelf Registration Statement shall be on Form S-3 or another appropriate
      form permitting registration of such Registrable Securities for sale in
      accordance with the methods of distribution set forth in the Initial Shelf
      Registration Statement. The Company shall use its reasonable best efforts to
      cause the Initial Shelf Registration Statement to be declared effective under
      the Securities Act by the date that is 90 days after the Filing Deadline Date
      (the “ **Effectiveness
      Deadline Date** ”),
      and
      to keep the Initial Shelf Registration Statement (or any Subsequent Shelf
      Registration Statement) continuously effective under the Securities Act until
      the expiration of the Effectiveness Period. At the time the Initial Shelf
      Registration Statement is declared effective, each Holder that became a Notice
      Holder on or prior to the date ten (10) Business Days prior to such time of
      effectiveness shall be named as a selling securityholder in the Initial Shelf
      Registration Statement and the related Prospectus in such a manner as to permit
      such Holder to deliver such Prospectus to purchasers of Registrable Securities
      in accordance with applicable law. None of the Company’s security holders (other
      than the Holders of Registrable Securities) shall have the right to include
      any
      of the Company’s securities in the Shelf Registration Statement.




(b)  If
      the
      Initial Shelf Registration Statement or any Subsequent Shelf Registration
      Statement ceases to be effective for any reason at any time during the
      Effectiveness Period (other than because all Registrable Securities registered
      thereunder shall have been resold pursuant thereto or shall have otherwise
      ceased to be Registrable Securities), the Company shall use its reasonable
      best
      efforts to obtain the prompt withdrawal of any order suspending the




5


effectiveness
      thereof, and in any event shall within thirty (30) days of such cessation of
      effectiveness amend the Shelf Registration Statement in a manner reasonably
      expected to obtain the withdrawal of the order suspending the effectiveness
      thereof, or file an additional Shelf Registration Statement covering all of
      the
      securities that as of the date of such filing are Registrable Securities (a
      “ **Subsequent
      Shelf Registration Statement** ”).
      If a
      Subsequent Shelf Registration Statement is filed, the Company shall use its
      reasonable best efforts to cause the Subsequent Shelf Registration Statement
      to
      become effective as promptly as is reasonably practicable, but in any event
      by
      the date that is forty-five (45) days after such filing and to keep such
      Subsequent Shelf Registration Statement continuously effective until the
      expiration of the Effectiveness Period. As used herein, “ **Shelf
      Registration Statement** ”
means
      the Initial Shelf Registration Statement and any Subsequent Shelf Registration
      Statement.




(c)  The
      Company shall supplement and amend the Shelf Registration Statement if required
      by the rules, regulations or instructions applicable to the registration form
      used by the Company for such Shelf Registration Statement, if required by the
      Securities Act or as necessary to name a Notice Holder as a selling
      securityholder pursuant to **Section
      2(d)** below.




(d)  Each
      Holder agrees that if such Holder wishes to sell Registrable Securities pursuant
      to a Shelf Registration Statement and related Prospectus, it will do so only
      in
      accordance with this **Section
      2(d)** and **Sections
      4(h)** and **5** of this
      Agreement. Following the date that the Initial Shelf Registration Statement
      is
      declared effective, each Holder wishing to sell Registrable Securities pursuant
      to a Shelf Registration Statement and related Prospectus agrees to deliver
      a
      Notice and Questionnaire to the Company at least ten (10) Business Days prior
      to
      any intended distribution of Registrable Securities under the Shelf Registration
      Statement. From and after the date the Initial Shelf Registration Statement
      is
      declared effective, the Company shall, as promptly as practicable after the
      date
      a Notice and Questionnaire is delivered pursuant to **Section
      10(c)** ,
      and in
      any event upon the later of (x) fifteen (15) Business Days after such date
      or
      (y) fifteen (15) Business Days after the expiration of any Deferral Period
      in
      effect when the Notice and Questionnaire is delivered or put into effect within
      five (5) Business Days of such delivery date:




(i)  if
      required by applicable law or policy of the SEC staff, file with the SEC a
      post-effective amendment to the Shelf Registration Statement or file a
      Subsequent Shelf Registration Statement or prepare and, if required by
      applicable law, file a supplement to the related Prospectus or a supplement
      or
      amendment to any document incorporated therein by reference or file any other
      required report or document so that the Holder delivering such Notice and
      Questionnaire is named as a selling securityholder in a Shelf Registration
      Statement and the related Prospectus in such a manner as to permit such Holder
      to deliver such Prospectus to purchasers of the Registrable Securities in
      accordance with applicable law and, if the Company shall file a post-effective
      amendment to the Shelf Registration Statement or file a Subsequent Shelf
      Registration Statement, use its reasonable best efforts to cause such
      post-effective amendment or Subsequent Shelf Registration Statement to be
      declared effective under the Securities Act as promptly as is reasonably
      practicable, but in any event by the date (the “ **Amendment
      Effectiveness Deadline Date** ”)
      that
      is forty-five (45) days after the date such post-effective amendment or
      Subsequent Shelf Registration Statement is required by this clause to be
      filed;




6


(ii)  provide
      such Holder copies of any documents filed pursuant to **Section
      2(d)(i)** ;
      and




(iii)  notify
      such Holder as promptly as practicable after the effectiveness under the
      Securities Act of any post-effective amendment or subsequent Shelf Registration
      Statement filed pursuant to **Section
      2(d)(i)** ;




*provided* ,
      that if
      such Notice and Questionnaire is delivered during a Deferral Period, the Company
      shall so inform the Holder delivering such Notice and Questionnaire and shall,
      to the extent required, take the actions set forth in clauses (i), (ii) and
      (iii) above upon expiration of the Deferral Period in accordance with **Section
      4(h)** .
      Notwithstanding anything contained herein to the contrary, (x) the Company
      shall
      be under no obligation to name any Holder that is not a Notice Holder as a
      selling securityholder in any Registration Statement or related Prospectus
      and
      (y) the Amendment Effectiveness Deadline Date shall be extended by up to ten
      (10) Business Days from the expiration of a Deferral Period if such Deferral
      Period shall be in effect on the Amendment Effectiveness Deadline
      Date.




(e)  In
      the
      event that the Company shall become ineligible to use Form S-3, such that
      preparation of a Shelf Registration Statement would be impracticable, at any
      time between the Filing Deadline Date and the expiration of the Effectiveness
      Period, then:




(i)  From
      and
      after the later of (A) the Filing Deadline Date and (B) 270 days after the
      date
      hereof, upon receipt of a written request from the Initial Holder (a
“ **Demand
      Registration Request** ”)
      to
      register under the Securities Act for purposes of a public offering all of
      the
      Registrable Securities held by all Holders, the Company shall as expeditiously
      as reasonably possible (but in any event not later than the Demand Filing Date
      prepare and file, and use its best efforts to cause to become effective as
      soon
      thereafter as practicable (but in no event later than the Demand Effectiveness
      Filing Date), a Registration Statement (a “ **Demand
      Registration Statement** ”)
      under
      the Securities Act to effect the offering of such Registrable Common Stock
      in
      the manner specified in such request.




(ii)  Holders
      shall be entitled to select and retain one or more investment bankers or
      managers reasonably acceptable to the Company in connection with any
      underwritten offerings made pursuant to this **Section
      2(e)** .




(iii)  Notwithstanding
      anything to the contrary contained elsewhere herein, the registration rights
      granted to the Holders in this **Section
      2(e)** are
      expressly subject to the following terms and conditions:




(A)  The
      Holders, collectively, shall only be entitled to one (1) request to register
      Registrable Securities under the terms of this **Section
      2(e)** .
      A
“request” as it is used in this **Section
      2(e)(iii)** shall be
      deemed to have occurred only upon completion of a requested registration and
      the
      subsequent sale of Registrable Common Stock.




7


(B)  The
      Company shall be entitled to defer for a reasonable period of time, but not
      in
      excess of ninety (90) days, the filing of any Demand Registration Statement
      otherwise required to be prepared and filed by it under this **Section
      2(e)** if the
      Company notifies the Holders, within five (5) business days after the Holders
      requested the registration under this **Section
      2(e)** that the
      Company (i) is at such time conducting or about to conduct an underwritten
      public offering of its securities for its own account and the Board of Directors
      of the Company determines in good faith that such offering would be materially
      adversely affected by such registration requested by the Holders or (ii) would,
      in the opinion of its counsel, be required to disclose in such registration
      statement information not otherwise then required by law to be publicly
      disclosed and, in the good faith judgment of the Board of Directors of the
      Company, such disclosure might materially adversely affect any material business
      transaction or negotiation in which the Company is then engaged; *provided* , *however* ,
      that
      the Company shall not be permitted to so defer the filing of a Registration
      Statement pursuant to this **Section
      2(e)(iii)(B)** more
      than once. If the Company elects to defer the filing of a registration statement
      pursuant to this **Section
      2(e)(iii)(B)** ,
      the
      Holder may withdraw its request, in writing, during the time of such deferral
      and such request shall not be counted toward the limit set forth in **Section
      2(e)(iii)(A)** .




(C)  The
      Holders shall not exercise their rights pursuant to this **Section
      2(e)** during
      the shorter of (1) the 30-day period immediately following the effective date
      of
      any registration statement filed by the Company under the Securities Act (other
      than on Form S-8 or another similar form) in respect of an offering or sale
      of
      Common Stock (or securities convertible into, or otherwise linked to, Common
      Stock) of the Company by or on behalf of the Company if in the written opinion
      of a nationally recognized investment banking firm selected by the Company
      to
      act as an underwriter for such Company offering, the registration of the
      Registrable Securities at such time would significantly impede the success
      of
      the Company’s offering or (ii) 90 days following the request of the Holders to
      file a Registration Statement pursuant to this **Section
      2(e)** ; *provided* , *however* ,
      that
      the Company shall not be permitted to so delay the filing of a Registration
      Statement pursuant to this **Subsection
      (C)** on more
      than one occasion in any period of 365 consecutive days.




SECTION
      3.  Piggyback
      Registration Rights . (a) If at
      any time or from time to time between the Filing Deadline Date and the
      expiration of the Effectiveness Period the Company shall propose to register
      any
      Common Stock for public sale under the Securities Act (a “ **Company
      Registration** ”),
      the
      Company shall give the Holders prompt written notice of the proposed
      registration and shall include in such registration on the same terms and
      conditions as the other securities included in such registration such number
      of
      shares of Registrable Common Stock as the Holders shall request within five
      (5)
      business days after the giving of such notice (a **“Piggyback
      Registration”** ); *provided* , *however* ,
      that
      the Company may at any time prior to the effectiveness of any such registration
      statement, in its sole discretion and without the consent of the Holders,
      abandon the proposed offering in which the Holders had requested to participate
      ( *provided* that the
      Company gives the Holders prompt notice of such decision); and *provided*  *further* that the
      Holders shall be entitled to withdraw any or all of its shares of Registrable
      Common Stock to be included in a registration statement under this **Section
      3(a)** at any
      time prior to the date on which the registration statement with respect to
      such
      shares of Underlying




8


Common
      Stock is declared effective by the SEC. The Company shall be entitled to select
      the investment bankers and/or managers, if any, to be retained in connection
      with any registration referred to in this **Section
      3(a)** , *provided* such
      investment bankers and/or managers are reasonably acceptable to the
      Holders.




(b)  Notwithstanding
      anything to the contrary contained elsewhere herein, the registration rights
      granted to Stockholder in **Section
      3(a)** are
      expressly subject to the following terms and conditions:




(i)  The
      Company shall not be obligated to include shares of Registrable Common Stock
      in
      an offering as contemplated by **Section
      3(a)** if the
      Company is advised in writing by the managing underwriter or underwriters of
      such offering (with a copy to the Initial Holder), that the success of such
      offering would in its or their good faith judgment be jeopardized by such
      inclusion (after consideration of all relevant factors, including without
      limitation, the impact of any delay caused by including such shares); *provided* , *however* ,
      that
      the Company shall in any case be obligated to include such number of shares
      of
      Registrable Common Stock in such offering, if any, as such underwriter or
      underwriters shall determine will not jeopardize the success of such
      offering.




(ii)  The
      Company shall not be obligated to include any shares of Underlying Common Stock
      in any registration by the Company of any Common Stock in connection with any
      merger, acquisition, exchange offer, or any other business combination,
      including any transaction within the scope of Rule 145 promulgated pursuant
      to
      the Securities Act, subscription offer, dividend reinvestment plan or stock
      option or other director or employee incentive or benefit plan.




(iii)  The
      Company shall use all commercially reasonable efforts to cause the managing
      underwriter or underwriters of a proposed underwritten offering to permit the
      Registrable Common Stock requested to be included in a registration of Common
      Stock pursuant to this **Section
      3** to be
      included on the same terms and conditions as any similar securities included
      therein. Notwithstanding the foregoing, the Company shall not be required to
      include the Holders’ Registrable Common Stock in such offering unless the
      Holders accept the terms of the underwriting agreement between the Company
      and
      the managing underwriter or underwriters and otherwise complies with the
      provisions of **Section
      7** hereof.
      If the managing underwriter or underwriters of a proposed underwritten offering
      advise the Company in writing that in its or their good faith judgment the
      total
      amount of securities, including securities requested to be included in a
      registration of Common Stock pursuant to this **Section
      3** and
      other similar securities, to be included in such offering is sufficiently large
      to jeopardize the success of such offering, then in such event the securities
      to
      be included in such offering shall be allocated first to the Company and then,
      to the extent that any additional securities can, in the good faith judgment
      of
      such managing underwriter or underwriters, be sold without creating any such
      jeopardy to the success of such offering, to the Holders based upon the number
      of shares of Registrable Common Stock requested to be included in such
      registration.




9


(iv)  In
      the
      event that some but less than all of the Holders’ shares of Underlying Common
      Stock are included in an offering contemplated by a registration statement
      pursuant to this **Section
      3** ,
      the
      Holders shall execute one or more “lockup” letters in the form attached hereto
      as **Exhibit
      C** ,
      setting
      forth an agreement by the Holders not to offer for sale, sell, grant any option
      for the sale of, or otherwise dispose of, directly or indirectly, any shares
      of
      Common Stock, or any securities convertible into or exchangeable into or
      exercisable for any shares of Common Stock, for a period of 90 days from the
      date such offering commences; *provided* , *however* ,
      that if
      the period of any such “lockup” applicable to the Company or any director,
      officer or affiliate of the Company with respect to any such registration
      statement shall be less than ninety (90) days, then the period of time
      applicable to the Holders shall be such lesser period of time.




SECTION
      4.  Registration
      Procedures. In
      connection with the registration obligations of the Company under **Sections
      2** and **3** hereof,
      during the Effectiveness Period, the Company shall:




(a)  Prepare
      and file with the SEC a Registration Statement or Registration Statements on
      Form S-3, S-4 or another appropriate form under the Securities Act available
      for
      the sale of the Registrable Securities by the Holders thereof in accordance
      with
      the intended method or methods of distribution thereof, and use its reasonable
      best efforts to cause each such Registration Statement to become effective
      and
      remain effective as provided herein; *provided* that
      before filing any Registration Statement or Prospectus or any amendments or
      supplements thereto with the SEC, furnish to the Initial Holder and the Special
      Counsel of such offering, if any, copies of all such documents proposed to
      be
      filed prior to the filing of such Registration Statement or amendment thereto
      or
      Prospectus or supplement thereto so as to permit the Holder and such Special
      Counsel sufficient time to review and comment upon the same.




(b)  Subject
      to **Section
      4(h)** ,
      prepare
      and file with the SEC such amendments and post-effective amendments to each
      Registration Statement as may be necessary to keep such Registration Statement
      continuously effective for the applicable period specified in **Section
      2(a)** or **Section
      3(a)** ;
      cause
      the related Prospectus to be supplemented by any required prospectus supplement,
      and as so supplemented to be filed pursuant to Rule 424 (or any similar
      provisions then in force) under the Securities Act; and use its reasonable
      best
      efforts to comply with the provisions of the Securities Act applicable to it
      with respect to the disposition of all securities covered by such Registration
      Statement during the Effectiveness Period in accordance with the intended
      methods of disposition by the sellers thereof set forth in such Registration
      Statement as so amended or such Prospectus as so supplemented.




(c)  As
      promptly as practicable give notice to the Notice Holders, the Initial Holder
      and the Special Counsel, (i) when any Prospectus, prospectus supplement,
      Registration Statement or post-effective amendment to a Registration Statement
      has been filed with the SEC and, with respect to a Registration Statement or
      any
      post-effective amendment, when the same has been declared effective, (ii) of
      any
      request, following the effectiveness of the Initial Shelf Registration Statement
      under the Securities Act, by the SEC or any other federal or state governmental
      authority for amendments or supplements to any Registration Statement or related
      Prospectus or for additional information, (iii) of the issuance by the SEC
      or
      any other federal or state governmental authority of any stop order suspending
      the effectiveness of any Registration Statement or the initiation or threatening
      of any proceedings for that purpose, (iv) of the receipt




10


by
      the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction or the initiation or threatening of any proceeding for such
      purpose, (v) of the occurrence of, but not the nature of or details concerning,
      a Material Event and (vi) of the determination by the Company that a
      post-effective amendment to a Registration Statement will be filed with the
      SEC,
      which notice may, at the discretion of the Company (or as required pursuant
      to **Section
      4(h)** ),
      state
      that it constitutes a Deferral Notice, in which event the provisions of **Section
      4(h)** shall
      apply.




(d)  Use
      its
      reasonable best efforts to obtain the withdrawal of any order suspending the
      effectiveness of a Registration Statement or the lifting of any suspension
      of
      the qualification (or exemption from qualification) of any of the Registrable
      Securities for sale in any jurisdiction in which they have been qualified for
      sale, in either case at the earliest possible moment, and provide immediate
      notice to each Notice Holder and the Initial Holder of the withdrawal of any
      such order.




(e)  As
      promptly as practicable furnish to each Notice Holder, the Special Counsel
      and
      the Initial Holder, upon request and without charge, at least one (1) conformed
      copy of the Registration Statement and any amendment thereto, including exhibits
      and all documents incorporated or deemed to be incorporated therein by
      reference.




(f)  During
      the Effectiveness Period, deliver to each Notice Holder, the Special Counsel,
      if
      any, and the Initial Holder, in connection with any sale of Registrable
      Securities pursuant to a Registration Statement, without charge, as many copies
      of the Prospectus or Prospectuses relating to such Registrable Securities
      (including each preliminary prospectus) and any amendment or supplement thereto
      as such Notice Holder may reasonably request; and the Company hereby consents
      (except during such periods that a Deferral Notice is outstanding and has not
      been revoked) to the use of such Prospectus or each amendment or supplement
      thereto by each Notice Holder in connection with any offering and sale of the
      Registrable Securities covered by such Prospectus or any amendment or supplement
      thereto in the manner set forth therein.




(g)  Prior
      to
      any public offering of the Registrable Securities pursuant to a Registration
      Statement, use its reasonable best efforts to register or qualify or cooperate
      with the Notice Holders and the Special Counsel in connection with the
      registration or qualification (or exemption from such registration or
      qualification) of such Registrable Securities for offer and sale under the
      securities or Blue Sky laws of such jurisdictions within the United States
      as
      any Notice Holder reasonably requests in writing (which request may be included
      in the Notice and Questionnaire); prior to any public offering of the
      Registrable Securities pursuant to the Shelf Registration Statement, use its
      reasonable best efforts to keep each such registration or qualification (or
      exemption therefrom) effective during the Effectiveness Period in connection
      with such Notice Holder’s offer and sale of Registrable Securities pursuant to
      such registration or qualification (or exemption therefrom) and do any and
      all
      other acts or things reasonably necessary or advisable to enable the disposition
      in such jurisdictions of such Registrable Securities in the manner set forth
      in
      the relevant Registration Statement and the related Prospectus; *provided* that the
      Company will not be required to (i) qualify as a foreign corporation or as
      a
      dealer in securities in any jurisdiction where it would not otherwise be
      required to qualify but for this Agreement or (ii) take any action that would
      subject it to general service of process in suits or to taxation in any such
      jurisdiction where it is not then so subject.




11


(h)  Upon
      (A)
      the issuance by the SEC of a stop order suspending the effectiveness of any
      Registration Statement or the initiation of proceedings with respect to any
      Registration Statement under Section 9(d) or 9(e) of the Securities Act, (B)
      the
      occurrence of any event or the existence of any fact (a “ **Material
      Event** ”)
      as a
      result of which any Registration Statement shall contain any untrue statement
      of
      a material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading, or any Prospectus
      shall contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, or (C) the occurrence or existence of any pending corporate
      development that, in the sole judgment of the Company, makes it appropriate
      to
      suspend the availability of any Registration Statement and the related
      Prospectus in order to avoid a violation of applicable securities
      laws:




(i)  in
      the
      case of clause (B) above, subject to the next sentence, as promptly as
      reasonably practicable prepare and file, if necessary pursuant to applicable
      law, a post-effective amendment to such Registration Statement or a supplement
      to the related Prospectus or any document incorporated therein by reference
      or
      file any other required document or report that would be incorporated by
      reference into such Registration Statement and Prospectus so that such
      Registration Statement does not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and such Prospectus does not contain
      any untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in
      the light of the circumstances under which they were made, not misleading,
      as
      thereafter delivered to the purchasers of the Registrable Securities being
      sold
      thereunder, and, in the case of a post-effective amendment to a Registration
      Statement, subject to the next sentence, use its reasonable best efforts to
      cause it to be declared effective as promptly as is practicable,
      and




(ii)  give
      notice to the Notice Holders, and the Special Counsel, if any, that the
      availability of any Registration Statement is suspended (a “ **Deferral
      Notice** ”)
      and,
      upon receipt of any Deferral Notice, each Notice Holder agrees not to sell
      any
      Registrable Securities pursuant to the Registration Statement until such Notice
      Holder’s receipt of copies of the supplemented or amended Prospectus provided
      for in clause (i) above, or until it is advised in writing by the Company that
      the Prospectus may be used, and has received copies of any additional or
      supplemental filings that are incorporated or deemed incorporated by reference
      in such Prospectus.




The
      Company will use its reasonable best efforts to ensure that the use of the
      Prospectus may be resumed (x) in the case of clause (A) above, as promptly
      as is
      reasonably practicable, (y) in the case of clause (B) above, as soon as, in
      the
      sole judgment of the Company, public disclosure of such Material Event would
      not
      be prejudicial to or contrary to the interests of the Company or, if necessary
      to avoid unreasonable burden or expense, as soon as reasonably practicable
      thereafter and (z) in the case of clause (C) above, as soon as in the good
      faith


12


judgment
      of the Company (after consultation with the Company’s outside legal counsel),
      such suspension is no longer appropriate. The Company shall be entitled to
      exercise its right under this **Section
      4(h)** to
      suspend the availability of any Registration Statement or any Prospectus, and
      any such period during which the availability of the Registration Statement
      and
      any Prospectus is suspended (the “ **Deferral
      Period** ”)
      shall
      not exceed 45 days; *provided* that the
      aggregate duration of any Deferral Periods shall not exceed 45 days in any
      90-day period (or 75 days in any 90-day period in the event of a Material Event
      pursuant to which the Company has delivered a second notice as permitted below)
      or 90 days in any 360-day period; *provided
      further* that in
      the case of a Material Event relating to an acquisition or a probable
      acquisition or financing, recapitalization, business combination or other
      similar transaction, the Company may deliver to Notice Holders a second notice
      to the effect set forth above, which shall have the effect of extending the
      Deferral Period by up to an additional 30 days, or such shorter period of time
      as is specified in such second notice. Each Notice Holder agrees to hold any
      notice by the Company in respect of any Deferral Period or Material Event
      described in the last clause of the preceding sentence in confidence.




(i)  Comply
      in
      all material respects with all applicable rules and regulations of the SEC
      and
      make generally available to its securityholders earning statements (which need
      not be audited) satisfying the provisions of Section 11(a) of the Securities
      Act
      and Rule 158 thereunder (or any similar rule promulgated under the Securities
      Act) for a 12-month period commencing on the first day of the first fiscal
      quarter of the Company commencing after the effective date of a Registration
      Statement, which statements shall be made available no later than 45 days after
      the end of the 12-month period or 90 days if the 12-month period coincides
      with
      the fiscal year of the Company.




(j)  Cooperate
      with each Notice Holder to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities sold or to be sold pursuant
      to
      a Registration Statement, which certificates shall not bear any restrictive
      legends, and cause such Registrable Securities to be in such denominations
      as
      are permitted by the Purchase Contract Agreement, Indenture or the Company’s
      certificate of incorporation and by-laws, as applicable, and registered in
      such
      names as such Notice Holder may request in writing at least one (1) Business
      Day
      prior to any sale of such Registrable Securities.




(k)  Provide
      a
      CUSIP number for all Registrable Securities covered by each Registration
      Statement not later than the effective date of such Registration Statement
      and
      provide the transfer agent for the Company’s Common Stock with printed
      certificates for the Registrable Securities that are in a form eligible for
      deposit with The Depository Trust Company.




(l)  Not
      later
      than the Effective Time of the Registration Statement, the Company shall cause
      the Indenture to be qualified under the Trust Indenture Act; in connection
      with
      such qualification, the Company shall cooperate with the Trustee under the
      Indenture and the Holders (as defined in the Indenture) to effect such changes
      to the Indenture as may be required for such Indenture to be so qualified in
      accordance with the terms of the Trust Indenture Act; and the Company shall
      execute, and shall use all reasonable best efforts to cause the Trustee to
      execute, all documents that may be required to effect such changes and all
      other
      forms and documents required to be filed with the Commission to enable such
      Indenture to be so qualified in a timely manner. In the event that any such
      amendment or modification referred to in this **Section
      4(l)** involves
      the appointment of a new trustee under the Indenture, the Company shall appoint
      a new trustee thereunder pursuant to the applicable provisions of the
      Indenture.




13


(m)  The
      Company will use its best efforts to cause the Underlying Common Stock (and,
      if
      so requested by the Initial Holder, the Units) to be listed on the New York
      Stock Exchange or other stock exchange or trading system on which the Common
      Stock primarily trades on or prior to the Effective Time of the Shelf
      Registration Statement hereunder.




(n)  Cooperate
      and assist in any filings required to be made with the National Association
      of
      Securities Dealers, Inc.




(o)  Upon
      (i)
      the filing of the Initial Shelf Registration Statement and (ii) the
      effectiveness of the Initial Shelf Registration Statement, announce the same,
      in
      each case by release to Reuters Economic Services and Bloomberg Business
      News.




(p)  Use
      commercially reasonable efforts to cause the Registrable Securities to be
      registered with or approved by such other governmental authorities as may be
      necessary to enable the Holder or Holders thereof to consummate the distribution
      of the Registrable Securities;




(q)  Enter
      into such customary agreements (including an underwriting agreement in customary
      form), which may include indemnification provisions in favor of underwriters
      and
      other persons in addition to, or in substitution for the provisions of **Section
      7** hereof,
      and take such other actions as the Holders or the underwriters, if any,
      reasonably request in order to expedite or facilitate the distribution of such
      Registrable Securities;




(r)  Obtain
      a
“cold comfort” letter or letters from the Company’s independent public
      accountants in customary form and covering matters of the type customarily
      covered by “cold comfort” letters as the Holders of such Registrable Securities
      shall reasonably request;




(s)  Make
      available for inspection by any Holder, by any underwriter participating in
      any
      distribution to be effected pursuant to the Registration Statement and by any
      attorney, accountant or other agent retained by any such Holder or any such
      underwriter all pertinent financial and other records, pertinent corporate
      documents and properties of the Company, and cause all of the Company’s
      officers, directors and employees to supply all information reasonably requested
      by any such Holder, underwriter, attorney, accountant or agent in connection
      with such Registration Statement;




(t)  Use
      the
      Company’s best efforts to obtain for delivery to the Holders and to the managing
      underwriter or agent, if any, any opinion or opinions from counsel for the
      Company reasonably requested by any Holder and in customary form and in form,
      substance and scope reasonably satisfactory to such Holders, the managing
      underwriter or agent and their counsel;




(u)  Use
      the
      Company’s best efforts to make available the executive officers of the Company
      to participate with the Holders of Registrable Securities and any underwriters
      in any “road shows” or other selling efforts that may be reasonably requested by
      the Holders in connection with the methods of distribution for the Registrable
      Securities;




14


(v)  Notwithstanding
      any other provisions of this Agreement, the Company shall not be obligated
      to
      participate in more than one underwritten offering during the period that any
      Registration Statement is required to be effective pursuant to this Agreement,
      and if an underwritten offering pursuant to a Registration Statement is
      withdrawn or abandoned at the request of any Holder after the Shelf
      Registration, Demand Registration or Piggyback Registration has been requested
      by the Holders, the Company shall not be obligated to participate in any further
      underwritten offerings during the period that any Registration Statement is
      required to be effective pursuant to this Agreement.




SECTION
      5.  Holder’s
      Obligations .
      Each
      Holder agrees, by acquisition of the Registrable Securities, that no Holder
      shall be entitled to sell any of such Registrable Securities pursuant to a
      Shelf
      Registration Statement or to receive a Prospectus relating thereto, unless
      such
      Holder has furnished the Company with a Notice and Questionnaire as required
      pursuant to **Section
      2(d)** hereof
      (including the information required to be included in such Notice and
      Questionnaire and the information set forth in the next sentence and a sales
      notice (a “ **Sales
      Notice** ”)
      setting forth the amount of Registrable Securities to be sold and the proposed
      sales date not later than five (5) Business Days prior to the proposed sales
      date).




Each
      Notice Holder agrees promptly to furnish to the Company all information required
      to be disclosed in order to make the information previously furnished to the
      Company by such Notice Holder not misleading and any other information regarding
      such Notice Holder and the distribution of such Registrable Securities as the
      Company may from time to time reasonably request.




Each
      Holder acknowledges and agrees that a Sales Notice will only be valid for a
      period of five (5) Business Days commencing with the proposed sales date and
      that if any of the Registrable Securities to which such Sales Notice relates
      are
      not sold during such period, a new Sales Notice will need to be submitted to
      the
      Company not later than three (3) Business Days prior to the new proposed sales
      date. Notwithstanding the foregoing, no Sales Notice may be submitted, or if
      submitted will be of no force and effect, and no Registrable Securities may
      be
      sold pursuant to the Shelf Registration Statement if a Deferral Period is then
      in effect.




SECTION
      6.  Registration
      Expenses .
      The
      Company shall bear all fees and expenses incurred in connection with or that
      are
      otherwise incidental to the performance by the Company of its obligations under **Sections
      2** , **3** and **4** of this
      Agreement whether or not any Registration Statement is declared effective.
      Such
      fees and expenses shall include, without limitation, (i) all registration and
      filing fees (including, without limitation, fees and expenses (x) with respect
      to filings required to be made with the National Association of Securities
      Dealers, Inc. and (y) of compliance with federal and state securities or Blue
      Sky laws (including, without limitation, reasonable and documented fees and
      disbursements of the Special Counsel in connection with Blue Sky qualifications
      of the Registrable Securities under the laws of such jurisdictions as Notice
      Holders may designate pursuant to **Section
      4(g)** of this
      Agreement and any filings required to be made with the National Association
      of
      Securities Dealers, Inc.), (ii) printing expenses (including, without
      limitation, expenses of printing certificates for Registrable Securities in
      a
      form eligible for deposit with The Depository Trust Company), (iii) duplication
      expenses relating to copies of any Registration Statement or Prospectus
      delivered to any Holders hereunder, (iv) reasonable and documented fees and
      disbursements of counsel for the Company


15


and
      of
      Special Counsel in connection with any Registration Statement, (v) reasonable
      and documented fees and disbursements of the registrar and transfer agent for
      the classes of the Company’s securities to which the Registrable Securities
      belong and (vi) any Securities Act liability insurance obtained by the Company
      in its sole discretion. In addition, the Company shall pay the internal expenses
      of the Company (including, without limitation, all salaries and expenses of
      officers and employees performing legal or accounting duties), the expense
      of
      any annual audit, the fees and expenses incurred in connection with the listing
      by the Company of the Registrable Securities on any securities exchange on
      which
      similar securities of the Company are then listed and the fees and expenses
      of
      any person, including special experts, retained by the Company. Notwithstanding
      the provisions of this **Section
      6** ,
      each
      seller of Registrable Securities shall pay selling expenses, including any
      underwriting discount and commissions, and all registration expenses to the
      extent required by applicable law.




SECTION
      7.  Indemnification
      and Contribution.




(a)  Indemnification
      by the Company .
      The
      Company agrees to indemnify and hold harmless each Holder, each person, if
      any,
      who controls any Holder within the meaning of either Section 15 of the
      Securities Act or Section 20 of the Exchange Act, and each affiliate of any
      Holder within the meaning of Rule 405 under the Securities Act from and against
      any and all losses, claims, damages and liabilities (including, without
      limitation, reasonable legal fees or other expenses reasonably incurred in
      connection with defending or investigating any such action or claim) caused
      by
      any untrue statement or alleged untrue statement of a material fact contained
      in
      any Registration Statement or any amendment thereof, any preliminary prospectus
      or the Prospectus (as amended or supplemented if the Company shall have
      furnished any amendments or supplements thereto), caused by any omission or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading in light of the
      circumstances in which they are made, except insofar as such losses, claims,
      damages or liabilities are caused by any such untrue statement or omission
      or
      alleged untrue statement or omission based upon information relating to any
      Holder furnished to the Company in writing by such Holder expressly for use
      therein; *provided* that the
      indemnification contained in this paragraph shall not inure to the benefit
      of
      any Holder (or to the benefit of any such affiliate of such Holder within the
      meaning of Rule 405 under the Securities Act) on account of any such losses,
      claims, damages or liabilities caused by any untrue statement or alleged untrue
      statement or omission or alleged omission made in any preliminary prospectus
      if
      the Company has performed its obligations under **Section
      4** hereof
      and if (x) such Holder failed to send or deliver a copy of the Prospectus with
      or prior to the delivery of written confirmation of the sale by such Holder
      to
      the person asserting the claim from which such losses, claims, damages or
      liabilities arise and (y) the Prospectus would have corrected such untrue
      statement or alleged untrue statement or such omission or alleged omission.




(b)  Indemnification
      by Holders .
      Each
      Holder agrees severally and not jointly to indemnify and hold harmless the
      Company and its directors, its officers and each person, if any, who controls
      the Company (within the meaning of either Section 15 of the Securities Act
      or
      Section 20 of the Exchange Act) and each affiliate of the Company within the
      meaning of Rule 405 under the Securities Act or any other Holder, to the same
      extent as the foregoing indemnity from the Company to such Holder, but only
      with
      reference to information relating to such Holder furnished to the Company in
      writing by such Holder expressly for use in such Registration


16


Statement
      or Prospectus or amendment or supplement thereto. In no event shall the
      liability of any Holder hereunder be greater in amount than the dollar amount
      of
      the net proceeds received by such Holder upon the sale of the Registrable
      Securities pursuant to the Registration Statement giving rise to such
      indemnification obligation.




(c)  Conduct
      of Indemnification Proceedings .
      In case
      any proceeding (including any governmental investigation) shall be instituted
      involving any person in respect of which indemnity may be sought pursuant to **Section
      7(a)** or **7(b)** hereof,
      such person (the “ **indemnified
      party** ”)
      shall
      promptly notify the person against whom such indemnity may be sought (the
“ **indemnifying
      party** ”)
      in
      writing and the indemnifying party, upon request of the indemnified party,
      shall
      retain counsel reasonably satisfactory to the indemnified party to represent
      the
      indemnified party and any others the indemnifying party may designate in such
      proceeding and shall pay the reasonable fees and disbursements of such counsel
      related to such proceeding. In any such proceeding, any indemnified party shall
      have the right to retain its own counsel, but the fees and expenses of such
      counsel shall be at the expense of such indemnified party unless (i) the
      indemnifying party and the indemnified party shall have mutually agreed to
      the
      retention of such counsel or (ii) the named parties to any such proceeding
      (including any impleaded parties) include both the indemnifying party and the
      indemnified party and representation of both parties by the same counsel would
      be inappropriate due to actual or potential differing interests between them.
      It
      is understood that the indemnifying party shall not, in respect of the legal
      expenses of any indemnified party in connection with any proceeding or related
      proceedings in the same jurisdiction, be liable for the fees and expenses of
      more than one separate firm (in addition to any local counsel) for all such
      indemnified parties and that all such fees and expenses shall be reimbursed
      as
      they are incurred. Such firm shall be designated in writing by, in the case
      of
      parties indemnified pursuant to **Section
      7(a)** hereof,
      the Holders of a majority (with Holders of Units deemed to be the Holders,
      for
      purposes of determining such majority, of the number of shares of Underlying
      Common Stock that such Holders are obligated to purchase pursuant to the
      Purchase Contracts that are a component of such Units) as of the date on which
      such designation is made) of the Registrable Securities covered by the
      Registration Statement held by Holders that are indemnified parties pursuant
      to **Section
      7(a)** hereof
      and, in the case of parties indemnified pursuant to **Section
      7(b)** hereof,
      the Company. The indemnifying party shall not be liable for any settlement
      of
      any proceeding effected without its written consent, but if settled with such
      consent or if there be a final judgment for the plaintiff, the indemnifying
      party agrees to indemnify the indemnified party from and against any loss or
      liability by reason of such settlement or judgment.




Notwithstanding
      the foregoing sentence, if at any time an indemnified party shall have requested
      an indemnifying party to reimburse the indemnified party for fees and expenses
      of counsel as contemplated by the second and third sentences of the first
      paragraph of this subsection, the indemnifying party agrees that it shall be
      liable for any settlement of any proceeding effected without its written consent
      if (i) such settlement is entered into more than 30 days after receipt by such
      indemnifying party of the aforesaid request and (ii) such indemnifying party
      shall not have reimbursed the indemnified party in accordance with such request
      prior to the date of such settlement. No indemnifying party shall, without
      the
      prior written consent of the indemnified party, effect any settlement of any
      pending or threatened proceeding in respect of which any indemnified party
      is or
      could have been a party and indemnity could have been sought hereunder by such
      indemnified party, unless such settlement includes an unconditional release
      of
      such indemnified party from all liability on claims that are the subject matter
      of such proceeding and does not include a statement as to, or an admission
      of,
      fault, culpability or a failure to act by or on behalf of any indemnified party.


17


(d)  Contribution .
      To the
      extent that the indemnification provided for in **Section
      7(a)** or **7(b)** hereof
      is unavailable to an indemnified party or insufficient in respect of any losses,
      claims, damages or liabilities referred to therein, then each indemnifying
      party
      under such paragraph, in lieu of indemnifying such indemnified party thereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such losses, claims, damages or liabilities (i) in such proportion
      as
      is appropriate to reflect the relative benefits received by the indemnifying
      party or parties on the one hand and the indemnified party or parties on the
      other hand or (ii) if the allocation provided by clause (i) above is not
      permitted by applicable law, in such proportion as is appropriate to reflect
      not
      only the relative benefits referred to in clause (i) above but also the relative
      fault of the indemnifying party or parties on the one hand and of the
      indemnified party or parties on the other hand in connection with the statements
      or omissions that resulted in such losses, claims, damages or liabilities,
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Holders on the one hand and the Company on the other hand shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by the Holders or by the Company, and the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such statement or omission. The Holders’ respective
      obligations to contribute pursuant to this **Section
      7** are
      several in proportion to the respective number of Registrable Securities they
      have sold pursuant to a Registration Statement, and not joint.




The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this **Section
      7(d)** were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The amount paid or payable by an indemnified
      party as a result of the losses, claims, damages or liabilities referred to
      in
      the immediately preceding paragraph shall be deemed to include, subject to
      the
      limitations set forth above, any legal or other expenses reasonably incurred
      by
      such indemnified party in connection with investigating or defending any such
      action or claim. Notwithstanding this **Section
      7** ,
      no
      indemnifying party that is a selling Holder shall be required to contribute
      any
      amount in excess of the amount by which the total price at which the Registrable
      Securities sold by it and distributed to the public were offered to the public
      exceeds the amount of any damages that such indemnifying party has otherwise
      been required to pay by reason of such untrue or alleged untrue statement or
      omission or alleged omission. No person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be entitled
      to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.




(e)  The
      remedies provided for in this **Section
      7** are not
      exclusive and shall not limit any rights or remedies which may otherwise be
      available to an indemnified party at law or in equity, hereunder, under the
      Unit
      Purchase Agreement or otherwise.




18


(f)  The
      indemnity and contribution provisions contained in this **Section
      7** shall
      remain operative and in full force and effect regardless of (i) any termination
      of this Agreement, (ii) any investigation made by or on behalf of any Holder,
      any person controlling any Holder or any Affiliate of any Holder or by or on
      behalf of the Company, its officers or directors or any person controlling
      the
      Company and (iii) the sale of any Registrable Securities by any Holder.




SECTION
      8.  Information
      Requirements .
      The
      Company covenants that, if at any time before the end of the Effectiveness
      Period the Company is not subject to the reporting requirements of the Exchange
      Act, it will cooperate with any Holder and take such further commercially
      reasonable action as any Holder may reasonably request in writing (including,
      without limitation, making such reasonable representations as any such Holder
      may reasonably request), all to the extent required from time to time to enable
      such Holder to sell Registrable Securities without registration under the
      Securities Act within the limitation of the exemptions provided by Rule 144
      and
      Rule 144A under the Securities Act and customarily taken in connection with
      sales pursuant to such exemptions. Upon the written request of any Holder,
      the
      Company shall deliver to such Holder a written statement as to whether it has
      complied with such filing requirements, unless such a statement has been
      included in the Company’s most recent report filed pursuant to Section 13 or
      Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this **Section
      8** shall be
      deemed to require the Company to register any of its securities (other than
      the
      Common Stock) under any section of the Exchange Act.




SECTION
      9.  Purchase
      Right in Certain Instances. In the event that (i) (a) a Shelf Registration
      Statement or Demand Registration Statement is in effect and (b) the Initial
      Holder or any of its Affiliates desires to sell Common Stock under such
      Registration Statement, the Initial Holder shall give notice to the Company
      of
      the number of shares of Common Stock it and its Affiliates desire to sell at
      such time pursuant to the Registration Statement or (ii) the Initial Holder
      or
      any of its Affiliates shall have given notice of their request to participate
      in
      the sale of Common Stock in a Piggyback Registration pursuant to **Section
      3** ,
      specifying the number of shares of their Common Stock to be included in such
      Piggyback Registration (such Common Stock, or the shares of Common Stock
      specified in clause (i)(b), as the case may be, the **“Offered
      Common Stock”** ,
      and
      either such notice, the **“Triggering
      Notice”** ),
      the
      Company may at its option give notice (the **“Purchase
      Notice”** )
      to the
      Initial Holder and such Affiliates (such notice to be given within ten (10)
      days
      of the date the Triggering Notice was given) that the Company will purchase
      (on
      a purchase date to be specified in the Purchase Notice, the **“Purchase
      Date”** ,
      to be
      within five (5) days of the date of the Purchase Notice) all, but not less
      than
      all, of the Offered Common Stock of the Initial Holder and such Affiliates
      at
      the Current Market Price Per Share (as defined below). On the Purchase Date,
      the
      Initial Holder shall sell, and shall cause each of its Affiliates to sell,
      all
      of the Offered Common Stock to the Company at the Current Market Price Per
      Share
      for each share of such Common Stock. Notwithstanding the foregoing, the
      Company’s right to purchase Offered Common Stock pursuant to this **Section
      9** shall
      not apply to, and neither the Initial Holder nor its Affiliates shall be
      obligated to provide a Triggering Notice to the Company prior to, any sales
      of
      Common Stock by the Initial Holder or any of its Affiliates pursuant to a Shelf
      Registration Statement or a Demand Registration Statement in an amount not
      to
      exceed two percent (2%) of the Company’s outstanding Common Stock in any
      calendar quarter. As used in this **Section
      9** , **“Current
      Market Price Per Share”** means
      the average of the daily Closing Prices per share of Common Stock on the ten
      Trading Days ending on the Trading Day next preceding the date the Triggering
      Notice is given and **“Closing
      Prices”** and **“Trading
      Days”** have the
      respective meanings specified in the Purchase Contract Agreement.




19


SECTION
      10.  Miscellaneous.




(a)  No
      Conflicting Agreements .
      The
      Company is not, as of the date hereof, a party to, nor shall it, on or after
      the
      date of this Agreement, enter into, any agreement with respect to its securities
      that conflicts with the rights granted to the Holders in this Agreement. The
      Company represents and warrants that the rights granted to the Holders hereunder
      do not in any way conflict with the rights granted to the holders of the
      Company’s securities under any other agreements.




(b)  Amendments
      and Waivers .
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the Company has obtained the
      written consent of Holders of a majority of the then outstanding Underlying
      Common Stock constituting Registrable Securities (with Holders of Units deemed
      to be the Holders, for purposes of this Section, of the number of shares of
      Underlying Common Stock that such Holders are obligated to purchase pursuant
      to
      the Purchase Contracts that are a component of such Units as of the date on
      which such consent is requested). Notwithstanding the foregoing, a waiver or
      consent to depart from the provisions hereof with respect to a matter that
      relates exclusively to the rights of Holders whose securities are being sold
      pursuant to a Registration Statement and that does not directly or indirectly
      affect the rights of other Holders may be given by Holders of at least a
      majority of the Registrable Securities being sold by such Holders pursuant
      to
      such Registration Statement; *provided* that the
      provisions of this sentence may not be amended, modified or supplemented except
      in accordance with the provisions of the immediately preceding sentence.
      Notwithstanding the foregoing sentence, this Agreement may be amended by written
      agreement signed by the Company and the Initial Holder, without the consent
      of
      the Holders of Registrable Securities, to cure any ambiguity or to correct
      or
      supplement any provision contained herein that may be defective or inconsistent
      with any other provision contained herein, or to make such other provisions
      in
      regard to matters or questions arising under this Agreement that shall not
      adversely affect the interests of the Holders of Registrable Securities. Each
      Holder of Registrable Securities outstanding at the time of any such amendment,
      modification, supplement, waiver or consent or thereafter shall be bound by
      any
      such amendment, modification, supplement, waiver or consent effected pursuant
      to
      this **Section
      10(b)** ,
      whether
      or not any notice, writing or marking indicating such amendment, modification,
      supplement, waiver or consent appears on the Registrable Securities or is
      delivered to such Holder.




(c)  Notices .
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, by telecopier, by courier guaranteeing
      overnight delivery or by first-class mail, return receipt requested, and shall
      be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation,
      if made by telecopier, (iii) one (1) Business Day after being deposited with
      such courier, if made by overnight courier or (iv) on the date indicated on
      the
      notice of receipt, if made by first-class mail, to the parties as follows:




(i)  if
      to a
      Holder, at the most current address given by such Holder to the Company in
      a
      Notice and Questionnaire or any amendment thereto;


20


(ii)  if
      to the
      Company, to:




PNM
      Resources, Inc.


Alvarado
      Square MS-2704


Albuquerque,
      New Mexico 87158


Facsimile
      No.: 505-241-4343


Attention:
      Treasurer




With
      a
      copy to:




Bracewell
      & Giuliani LLP


1177
      Avenue of the Americas


19th
      Floor


New
      York,
      New York 10036-2714


Facsimile
      No: 212-508-6101


Attention:  Timothy
      Michael Toy





(iii)  if
      to the
      Initial Holder, to:




Cascade
      Investment, L.L.C.


2365
      Carillon Point


Kirkland,
      Washington 98033


Attention:
      Robert Thomas and General Counsel




or
      to
      such other address as such person may have furnished to the other persons
      identified in this **Section
      10(c)** in
      writing in accordance herewith.




(d)  Approval
      of Holders .
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its affiliates (as such term is defined in Rule 405 under the
      Securities Act) (other than the Initial Holder or subsequent Holders if such
      Initial Holder or subsequent Holders are deemed to be such affiliates solely
      by
      reason of their holdings of such Registrable Securities) shall not be counted
      in
      determining whether such consent or approval was given by the Holders of such
      required percentage.




(e)  Successors
      and Assigns .
      Any
      person who purchases any Registrable Securities from the Initial Holder shall
      be
      deemed, for purposes of this Agreement, to be an assignee of the Initial Holder.
      This Agreement shall inure to the benefit of and be binding upon the successors
      and assigns of each of the parties and shall inure to the benefit of and be
      binding upon each Holder of any Registrable Securities, *provided* that
      nothing herein shall be deemed to permit any assignment, transfer or other
      disposition of Registrable Securities in violation of the terms of the Purchase
      Contract Agreement, Indenture or the Company’s certificate of incorporation and
      by-laws, as applicable. If any transferee of any Holder shall acquire
      Registrable Securities, in any manner, whether by operation of law or otherwise,
      such Registrable Securities shall be held subject to all of the terms of this
      Agreement, and by taking and holding such Registrable Securities, such person
      shall be conclusively deemed to have agreed to be bound by and to perform all
      of
      the terms and provisions of this Agreement and such person shall be entitled
      to
      receive the benefits hereof.


21


(f)  Counterparts;
      Facsimile Execution .
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be original and all of which taken together shall constitute one and the
      same
      agreement. Facsimile execution and delivery of this Agreement is legal, valid
      and binding for all purposes.




(g)  Headings .
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.




(h)  Governing
      Law .
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
      OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE
      PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
      OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      AGREEMENT.




(i)  Severability .
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated thereby, and
      the
      parties hereto shall use their reasonable best efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by such term, provision, covenant or restriction, it being intended
      that all of the rights and privileges of the parties shall be enforceable to
      the
      fullest extent permitted by law.




(j)  Entire
      Agreement .
      This
      Agreement is intended by the parties as a final expression of their agreement
      and is intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the registration rights
      granted by the Company with respect to the Registrable Securities. This
      Agreement supersedes all prior agreements and undertakings among the parties
      with respect to such registration rights. No party hereto shall have any rights,
      duties or obligations with respect to registration rights for the Registrable
      Securities other than those specifically set forth in this Agreement.




(k)  Termination .
      This
      Agreement and the obligations of the parties hereunder shall terminate upon
      the
      end of the Effectiveness Period, except for any liabilities or obligations
      under **Section
      5** , **6** or **7** hereof,
      each of which shall remain in effect in accordance with its terms.




[Remainder
      of page intentionally left blank; Signature page follows]




22


[Signature
      page to Registration Rights Agreement]









IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.




PNM
      RESOURCES, INC.








By:   /s/
      Terry R. Horn


Name:
      Terry R. Horn


Title:
      Vice President, Corporate Secretary and Acting Chief Financial
      Officer





Confirmed
      and accepted as of the


date
      first above written:





By:
      CASCADE INVESTMENT, L.L.C.








By:   /s/
      Michael Larson


Name:
      Michael Larson


Title:
      Business
      Manager




23


**Exhibit
      A**





**PNM
      Resources, Inc.**




Notice
      of
      Registration Statement


and


Selling
      Securityholder Questionnaire




(Date)




Reference
      is hereby made to the Registration Rights Agreement (the “ **Registration
      Rights Agreement** ”)
      between PNM Resources, Inc. (the “ **Company** ”)
      and
      Cascade Investment, L.L.C. Pursuant to the Registration Rights Agreement, the
      Company has filed with the Securities and Exchange Commission (the “ **Commission** ”)
      a
      registration statement on Form S-3 (the “ **Shelf
      Registration Statement** ”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933
      (the “ **Securities
      Act** ”),
      of
      the Company’s Common Stock, Preferred Stock and Units (the “ **Securities** ”).
      A
      copy of the Registration Rights Agreement is attached hereto. All capitalized
      terms not otherwise defined herein shall have the meanings ascribed thereto
      in
      the Registration Rights Agreement.




Each
      beneficial owner of Registrable Securities is entitled to have the Registrable
      Securities beneficially owned by it included in the Shelf Registration
      Statement. In order to have Registrable Securities included in the Shelf
      Registration Statement, this Notice of Registration Statement and Selling
      Securityholder Questionnaire (“ **Notice
      and Questionnaire** ”)
      must
      be completed, executed and delivered to the Company’s counsel at the address set
      forth herein for receipt ON OR BEFORE **[Deadline
      for Response]** .
      Beneficial owners of Registrable Securities who do not complete, execute and
      return this Notice and Questionnaire by such date (i) will not be named as
      selling securityholders in the Shelf Registration Statement and (ii) may
      not use the Prospectus forming a part thereof for resales of Registrable
      Securities.




Certain
      legal consequences arise from being named as a selling securityholder in the
      Shelf Registration Statement and related Prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Shelf Registration Statement and
      related Prospectus.




A-1


ELECTION




The
      undersigned holder (the “ **Selling
      Securityholder** ”)
      of
      Registrable Securities hereby elects to include in the Shelf Registration
      Statement the Registrable Securities beneficially owned by it and listed below
      in Item (3). The undersigned, by signing and returning this Notice and
      Questionnaire, agrees to be bound with respect to such Registrable Securities
      by
      the terms and conditions of this Notice and Questionnaire and the Registration
      Rights Agreement, including, without limitation, **Section
      7** of the
      Registration Rights Agreement, as if the undersigned Selling Securityholder
      were
      an original party thereto.




Upon
      any
      sale of Registrable Securities pursuant to the Shelf Registration Statement,
      the
      Selling Securityholder will be required to deliver to the Company and transfer
      agent for the Company’s Common Stock the Notice of Transfer set forth as **Exhibit
      B** to the
      Registration Rights Agreement.




The
      Selling Securityholder hereby provides the following information to the Company
      expressly for use in the Shelf Registration Statement and represents and
      warrants that such information is accurate and complete:




A-2


QUESTIONNAIRE







(1)  (a)  Full
      Legal Name of Selling Securityholder:


(b)
              Full
                  Legal Name of Registered Holder (if not the same as in (a) above)
                  of
                  Registrable Securities Listed in Item (3)
                  below:
 
 (c)
              Full
                  Legal Name of DTC Participant (if applicable and if not the same
                  as (b)
                  above) Through Which Registrable Securities Listed in Item (3)
                  are
                  Held:
 (2)   Address
        for Notices to Selling Securityholder:


_________________________________________


_________________________________________


_________________________________________


Telephone:________________________________
 Fax:______________________________________
 Contact
        Person:_____________________________


(3)   Beneficial
      Ownership of Securities:


*Except
        as set forth below in this Item (3), the undersigned does not beneficially
        own any Securities.*
 (a)
                  Principal
                      amount of Registrable Securities beneficially owned: CUSIP
                    No(s). of such Registrable Securities:
  (b)
                  Principal
                      amount of Securities other than Registrable Securities beneficially
                      owned: CUSIP No(s). of such other
                    Securities:
  (c)
                  Principal
                      amount of Registrable Securities which the undersigned wishes
                      to be
                      included in the Shelf Registration Statement: CUSIP No(s). of such Registrable Securities
                    to be
                    included in the Shelf Registration
                    Statement:


(4)   Beneficial
      Ownership of Other Securities of the Company:


*Except
        as set forth below in this Item (4), the undersigned Selling Securityholder
        is not the beneficial or registered owner of any other securities of the
        Company, other than the Securities listed above in
        Item (3).*
  State
          any
          exceptions here:




A-3


(5)   Relationships
      with the Company:


*Except
        as set forth below, neither the Selling Securityholder nor any of its
        affiliates, officers, directors or principal equity holders (5% or more)
        has
        held any position or office or has had any other material relationship with
        the
        Company (or its predecessors or affiliates) during the past three
        years.*
  State
          any
          exceptions here:






(6)   Plan
      of
      Distribution:


*Except
        as set forth below, the undersigned Selling Securityholder intends to distribute
        the Registrable Securities listed above in Item (3) only as follows (if at
        all):
        Such Registrable Securities may be sold from time to time directly by the
        undersigned Selling Securityholder or, alternatively, through underwriters,
        broker-dealers or agents. Such Registrable Securities may be sold in one
        or more
        transactions at fixed prices, at prevailing market prices at the time of
        sale,
        at varying prices determined at the time of sale, or at negotiated prices.
        Such
        sales may be effected in transactions (which may involve crosses or block
        transactions) (i) on any national securities exchange or quotation service
        on
        which the Registered Securities may be listed or quoted at the time of sale,
        (ii) in the over-the-counter market, (iii) in transactions otherwise than
        on
        such exchanges or services or in the over-the-counter market or (iv) through
        the
        writing of options. In connection with sales of the Registrable Securities
        or
        otherwise, the Selling Securityholder may enter into hedging transactions
        with
        broker-dealers, which may in turn engage in short sales of the Registrable
        Securities in the course of hedging the positions they assume. The Selling
        Securityholder may also sell Registrable Securities short and deliver
        Registrable Securities to close out such short positions, or loan or pledge
        Registrable Securities to broker-dealers that in turn may sell such
        securities.*
  State
        any exceptions here:


By
      signing below, the Selling Securityholder acknowledges that it understands
      its
      obligation to comply, and agrees that it will comply, with the provisions of
      the
      Exchange Act and the rules and regulations thereunder, particularly Regulation
      M.




In
      the
      event that the Selling Securityholder transfers all or any portion of the
      Registrable Securities listed in Item (3) above after the date on which
      such information is provided to the Company, the Selling Securityholder agrees
      to notify the transferee(s) at the time of the transfer of its rights and
      obligations under this Notice and Questionnaire and the Registration Rights
      Agreement.




A-4


By
      signing below, the Selling Securityholder consents to the disclosure of the
      information contained herein in its answers to Items (1) through (6) above
      and the inclusion of such information in the Shelf Registration Statement and
      related Prospectus. The Selling Securityholder understands that such information
      will be relied upon by the Company in connection with the preparation of the
      Shelf Registration Statement and related Prospectus.




In
      accordance with the Selling Securityholder’s obligation under **Section 5** of the
      Registration Rights Agreement to provide such information as may be required
      by
      law for inclusion in the Shelf Registration Statement, the Selling
      Securityholder agrees to promptly notify the Company of any inaccuracies or
      changes in the information provided herein which may occur subsequent to the
      date hereof at any time while the Shelf Registration Statement remains in
      effect. All notices hereunder and pursuant to the Registration Rights Agreement
      shall be made in writing, by hand-delivery, first-class mail, or air courier
      guaranteeing overnight delivery as follows:




(i)  To
      the
      Company:




PNM
      Resources, Inc.


Alvarado
      Square SM-2704


Albuquerque,
      New Mexico 87158


Facsimile
      No.: 505-241-4343


Attention:
      Treasurer




(ii)  With
      a
      copy to:




Bracewell
      & Giuliani LLP


1177
      Avenue of the Americas


19th
      Floor


New
      York,
      New York 10036-2714


Facsimile
      No: 212-508-6101


Attention:  Timothy
      Michael Toy





Once
      this
      Notice and Questionnaire is executed by the Selling Securityholder and received
      by the Company’s counsel, the terms of this Notice and Questionnaire, and the
      representations and warranties contained herein, shall be binding on, shall
      inure to the benefit of and shall be enforceable by the respective successors,
      heirs, personal representatives, and assigns of the Company and the Selling
      Securityholder (with respect to the Registrable Securities beneficially owned
      by
      such Selling Securityholder and listed in Item (3) above). This Agreement shall
      be governed in all respects by the laws of the State of New York without giving
      effect to the conflicts of laws principles thereof.




A-5


IN
      WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
      Notice and Questionnaire to be executed and delivered either in person or by
      its
      duly authorized agent.




Dated:
      _____________






Selling
      Securityholder


(Print/type
      full legal name
      of beneficial owner of Registrable Securities)









By:
      __________________________________________________




Name:


Title:









PLEASE
      RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
      BEFORE **[DEADLINE
      FOR RESPONSE]** TO THE
      COMPANY’S COUNSEL AT:




Bracewell
      & Giuliani LLP


1177
      Avenue of the Americas


19th
      Floor


New
      York,
      New York 10036-2714


Facsimile
      No: 212-508-6101


Attention:  Timothy
      Michael Toy








A-6


**Exhibit
      B**




NOTICE
      OF
      TRANSFER PURSUANT TO REGISTRATION STATEMENT




[Transfer
      Agent’s Name]


PNM
      Resources, Inc.


c/o
      [Transfer Agent’s Name]


[Transfer
      Agent’s Address]




Attention:
      Trust Officer




Re:
            PNM
                Resources, Inc. (the “Company”) [Hybrid
              Income Term Security Units] [Common Stock]




Ladies
      and Gentlemen:




Please
      be
      advised that __________ has transferred $__________ aggregate amount of the
      above-referenced [Hybrid Income Term Security Units] [Common Stock] pursuant
      to
      an effective Registration Statement on Form S-[ ] (File No. 333-  )
      filed
      by the Company.




We
      hereby
      certify that the prospectus delivery requirements, if any, of the Securities
      Act
      of 1933, as amended, have been satisfied and that the above-named beneficial
      owner of the [Hybrid Income Term Security Units] [Common Stock] is named as
      a
“Selling Holder” in the Prospectus dated **[date]** or in
      supplements thereto, and that the aggregate amount of the [Hybrid Income Term
      Security Units] [Common Stock] transferred are the [Hybrid Income Term Security
      Units] [Common Stock] listed in such Prospectus opposite such owner’s
      name.




Dated:




Very
      truly yours,


____________________________


(Name)


By: ____________________________


(Authorized
      Signature)









B-1


**Exhibit
      C**




**LOCK
      UP LETTER**




[Letterhead
      of PNM Resources, Inc.]





_________,
      200_








***Re:
      Lock Up Agreement***





Ladies
      and Gentlemen:





Reference
      is made to that certain Registration Rights Agreement, dated October 7, 2005
      (the “ **Registration
      Rights Agreement** ”),
      between PNM Resources, Inc. (the “ **Company** ”)
      and
      Cascade Investment, L.L.C. (the “ **Initial
      Holder** ”).
      Capitalized terms that are used, but not otherwise defined, herein have the
      meanings ascribed to those terms in the Registration Rights Agreement or as
      specified herein, as the case may be.





The
      Company has proposed to undertake a Company Registration and you have elected
      not to include your Registrable Common Stock in the related Piggyback
      Registration requested by other Holders. Pursuant to **Section
      3(b)(iv)** of the
      Registration Rights Agreement, you are required to enter into this letter
      agreement (this “ **Agreement** ”)
      which
      will impose transfer limitations on any shares of Common Stock, or any
      securities convertible into or exchangeable into or exercisable for any shares
      of Common Stock held by you, which are not included in the Piggyback
      Registration (collectively, the “ **Securities** ”)
      during
      the Lock Up Period.





Accordingly,
      you and the Company agree as follows:





1.  **Lock
      Up**





(a)  ***Lock-up;
      Lock-up Period*** *.* Except
      for Transfers permitted by **Section
      2** hereof
      (each a “ **Permitted
      Transfer** ”),
      you
      agree that you will not, directly or indirectly, sell, offer to sell, assign,
      pledge, hypothecate, encumber or otherwise transfer, or enter into any contract,
      option or other arrangement or understanding with respect to the sale,
      assignment, pledge or other disposition of (collectively, " **Transfer** ")
      any
      rights with respect to the Securities for a period commencing on the date that
      the Company Registration commences and ending on the ninetieth (90 th )
      day
      following the commencement of the Company Registration (such ninety day period
      being referred to herein as the “ **Lock
      Up Period** ”).
      Notwithstanding the foregoing, the Lock Up Period shall automatically terminate
      if (i) neither the Company (with respect to Securities other than those included
      in the Company Registration) nor any director, officer or affiliate of the
      Company holding more than 50,000 shares of Common Stock is subject to
      substantially similar Transfer restrictions on securities of the Company held
      by
      such persons at any time during the Lock Up Period, or (ii) any other Holder
      holding more than 50,000 shares of Common Stock that is not participating in
      the
      Piggyback Registration (a “ **Non-Participating
      Holder** ”)
      does
      not execute a lock-up agreement substantially similar to this Agreement or
      if
      any Non-Participating Holder is released from its obligations under its lock-up
      agreement.





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(b)  ***No
      Hedging or Similar Transactions*** .
      The
      Transfer restriction contained in **Section
      1(a)** precludes you from engaging in any hedging or other transaction during the
      Lock-up Period that is designed to or reasonably expected to lead to or result
      in a Transfer of the Securities. Such prohibited hedging or other transaction
      would include, without limitation, any short sale (whether or not against the
      box) or any purchase, sale, or grant of any right (including, without
      limitation, any put or call option) with respect to the Securities or with
      respect to any security (other than a broad-based market basket or index) that
      includes, relates to or derives any significant part of its value from the
      Common Stock.





(c)  ***Stop
      Transfer Order*** *.* You
      also
      agree and consent to the entry of stop transfer instructions with the Company's
      transfer agent and registrar against the Transfer of the Securities except
      in
      compliance with the terms and conditions of this Agreement.





(d)  ***Invalid
      Transfers*** .
      Any
      purported Transfer of Securities that is not in accordance with this Agreement
      shall be null and void, and shall not operate to Transfer any right, title
      or
      interest in such Securities to the purported transferee.





2.  **Permitted
      and Involuntary Transfers** .





(a)  ***Permitted
      Transfers*** *.* Notwithstanding
      the provisions of **Section
      1** hereof,
      you may Transfer the Securities to any Affiliate (as such term is defined in
      Rule 144 promulgated under the Securities Act of 1933) or to any other person
      as
      long as any such Transfer to such other person is effected in a private
      transaction and not over the exchange, quotation system or other market where
      securities of the Company are then traded or quoted; provided, however, that **in
      each case** the
      transferee first agrees in writing to be bound by the provisions of this
      Agreement applicable to you.





(b)  ***Involuntary
      Transfers*** *.* If
      any
      Securities are subject to any involuntary Transfer during the Lock Up Period,
      such involuntary Transfer shall constitute a Permitted Transfer and the
      transferee of such Securities shall take such Securities subject to this
      Agreement.





3.  **Representations
      and Warranties of the Company** .
      The
      Company hereby represents and warrants to you that the Company (with respect
      to
      Securities other than those included in the Company Registration) every
      Non-Participating Holder, and every director, officer and Affiliate of the
      Company, in each case holding more than 50,000 shares of Common Stock is subject
      to a “lock-up” agreement with respect to the Company Registration that is
      substantially similar to this Agreement.





4.  **Miscellaneous** .





(a)  ***Termination*** *.* This
      Agreement shall automatically terminate upon the expiration of the Lock-up
      Period.





(b)  ***Governing
      Law*** *.* The
      internal law, without regard for conflicts of law principles, of the State
      of
      New York will govern all questions concerning the construction, validity and
      interpretation of this Agreement and the performance of the obligations imposed
      by this Agreement.





C-2


(c)  ***Counterparts;
      Facsimile Execution*** *.* This
      Agreement may be executed in one or more counterparts, any one of which need
      not
      contain the signatures of more than one party, but all such counterparts taken
      together shall constitute one and the same instrument. Facsimile execution
      and
      delivery of this Agreement is legal valid and binding for all
      purposes.





Please
      acknowledge your agreement to the foregoing by executing this Agreement in
      the
      space provided below.





Sincerely,




PNM
      RESOURCES, INC.






By:__________________________________


Name:


Title:


ACCEPTED
      AND AGREED TO


AS
      OF THE
      DATE FIRST ABOVE


WRITTEN:





**HOLDER:**





***For
      Individuals:***








_________________________________


Print
      Name Above





_________________________________


Sign
      Name
      Above





***For
      Entities:***








__________________________________


Print
      Name of Entity Above








By:  _______________________________


Name:


Title:





C-3